Sec Form 13G Filing - CWGS Holding LLC filing for Camping World Holdings Inc. (CWH) - 2020-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.  3)*

 

Camping World Holdings, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

13462K109

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
CWGS Holding, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
35,125,399

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
35,125,399

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,125,399

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
48.4%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

1

 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
ML Acquisition Company, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
35,208,499

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
35,208,499

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,208,499

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
48.5%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 

2

 

CUSIP No. 13462K109

Schedule 13G

 

 

 

1

Names of Reporting Persons
Marcus Lemonis

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
35,416,003

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
35,416,003

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,416,003

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
48.8%

 

 

12

Type of Reporting Person
IN

 

3

 

CUSIP No. 13462K109

Schedule 13G

 

 

Item 1.

(a)

Name of Issuer:
Camping World Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
250 Parkway Drive, Suite 270 Lincolnshire, IL 60069

 

Item 2.

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

CWGS Holding, LLC

ML Acquisition Company, LLC

Marcus Lemonis

 

(b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Camping World Holdings, Inc., 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069.

 

(c)

Citizenship of each Reporting Person is:

CWGS Holding, LLC and ML Acquisition Company, LLC are organized in the State of Delaware. Marcus Lemonis is a citizen of the United St ates.

 

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).

 

(e)

CUSIP Number:

13462K109

 

Item 3.

 

 

Not applicable.

 

4

 

CUSIP No. 13462K109

Schedule 13G

 

 

Item 4.

Ownership.

 

(a)-(c)

 

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2019, based upon 37,396,578 shares of Class A Common Stock outstanding as of November 8, 2019 and assumes the redemption of the common units of CWGS Enterprises, LLC (the “Common LLC Units”) held by the Reporting Persons for shares of Class A Common Stock.

 

Reporting Person

 

Amount
beneficially
owned

 

Percent
of class:

 

Sole
power
to vote
or to
direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole
power to
dispose or
to direct
the
disposition
of:

 

Shared
power to
dispose or
to direct
the
disposition
of:

 

CWGS Holding, LLC

 

35,125,399

 

48.4

%

0

 

35,125,399

 

0

 

35,125,399

 

ML Acquisition Company, LLC

 

35,208,499

 

48.5

%

0

 

35,208,499

 

0

 

35,208,499

 

Marcus Lemonis

 

35,416,003

 

48.8

%

0

 

35,416,003

 

0

 

35,416,003

 

 

 

CWGS Holding, LLC is the record holder of 35,125,399 Common LLC Units, ML Acquisition Company is the record holder of 83,100 Class A Shares and Mr. Lemonis is the record holder of 207,504 Class A Shares. Pursuant to the terms of the CWGS Enterprises, LLC amended and restated limited liability company agreement, the Common LLC Units may be redeemed by the Reporting Persons at any time for shares of Class A Common Stock on a one-for-one basis.

 

CWGS Holding, LLC is a wholly-owned subsidiary of ML Acquisition Company, LLC. Marcus Lemonis is the sole director of ML Acquisition Company. As a result, Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by ML Acquisition Company, LLC, and each of ML Acquisition Company, LLC and Mr. Lemonis may be deemed to share beneficial ownership of the securities held of record by CWGS Holding, LLC.

 

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

 

Item 10.

Certification.

 

Not applicable.

 

5

 

 

CUSIP No. 13462K109

Schedule 13G

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:      February 10, 2020

 

 

CWGS HOLDING, LLC

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact

 

 

 

 

 

ML ACQUISITION COMPANY, LLC

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact

 

 

 

 

 

MARCUS LEMONIS

 

 

 

 

By:

/s/ Brent L. Moody

 

Name:

Brent L. Moody

 

Title:

Attorney-in-Fact

 

6

 

CUSIP No. 13462K109

Schedule 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 10, 2017).

 

7